The New Alice
by DragonGem5
Summary: TF:A and AiW Burton . Lockdown has Megatron's sparkling; Underland is a neutral planet of a Cybertronian sub-species and techno-organics; and just what is so special about Underland's "secret weapon"? Only this story's Alice is mine. M for Adult!Alice.
1. Chapter 1

Pain, fear, and the chance of being offlined was beginning to seem like more of a mercy to Lockdown as time went on. Sighing, he carefully leaned against the rocky brig cell's wall. Three slaggin' months since Megatron had found out that the bounty hunter was a carrier by accident. Though he had heard rumors of the Decpticon leader wanting an heir, he had hoped it won't involve him. He was wrong.

Sighing again, Lockdown reached into his subspace and pulled out a slightly ruined book and a datapad. Smiling, he reread the title to himself, _Alice in Wonderland and Alice's Adventures through the Looking Glass_. He was halfway done with putting the second part onto the datapad, considering that he was rarely let out of the cell unless it involved checking on the developing sparkling or Megatron's lust…

_The sparkling_… A life that, if he was in control of things, wouldn't be here right now. If he had gotten away the first night, it would have been terminated at the spark-bud stage. It was too late for him to think of doing that now. Lockdown's servo, hook long gone, moved to his chest-plating subconsciously and ghosted over it. He was hoping it was a femme, he had always wanted a daughter. Megatron wanted a son. Sighing, he began the rest of the transcribing, hoping to be done with it by tomorrow. The book had turned into a sanctuary for him. He had never gotten to thank that organic child for it, but he knew she hung around the Autobots and he wouldn't have been able to.

A few days later, Lockdown felt even worse than before. He realized the reason that Starscream hated the warlord so much; being sent to the med-bay by him was the worst part of this whole thing.

"I could help jou, jou know." Lockdown glanced at Blitzwing, the tan and purple flier not facing him. There was sincerity in those words though, and Lockdown wanted out. For him and the child.

"Why?" His vocalizer was definitely damaged beyond what Blitzwing could do here. The flier turned to face him with a sad smile.

"Because, zat sparkling dezerves to be raised avay from Megatron. He vould offline jou und her…" Blitzwing handed Lockdown a datapad. "Zere's coordinates for a ship on zat. Take it und go now."

Lockdown didn't need to be told twice. His cloaking was working and he turned it on before running out of the med-bay and into the night that lay outside the mine. Following the coordinates, he reached the ship in a few hours. He took off, with just one glance back at the planet as the ship rocketed into the inky blackness. He was free.

It was a long time before he realized just how far into the future Blitzwing had planned this out. A medical drone had been placed aboard, along with plenty of fresh energon. Both were helpful when the sparkling was finally brought into the world, so to speak.

Lockdown smiled as he held her, his free servo just brushing over her helm. It was one of the few things that her coder had given her, the helm shape and her lower arm-plating… there was no way he could call Megatron her father. The rest of her, from the pretty white face-plates to her wheeled pedes was from him.

The sparkling whined as she grabbed hold of a digit, her grip tight so it wouldn't escape and she could find out what it was. Blind. Lockdown could care less about that, though. She was perfect. His little angel, his… his _Alice_.

"My angel, my Alice… He'll never find you, I promise darlin'…" Lockdown whispered as he held her close and kissed her helm. The sparkling, no… Alice, smiled at the sound of her carrier's voice and chirped, oblivious to who this "he" Lockdown was talking about was. All that mattered anymore was her safety and her future. Anything else would have to wait.


	2. Chapter 2

Around three stellar cycles later…

"Alice?" Lockdown checked each room that he passed as he looked for his daughter. She had figured out how to walk, and that meant she'd hide for hours, making him look for her. It was a game of sorts, and he normally didn't mind. But she was quiet this time, not giggling happily.

Just then he heard crying coming from the med-bay. "Slag." He swore as he ran inside, stopping when he saw Alice sitting in a puddle of her own energon-blood. There was a laser scalpel in her hand, and her helm was missing the parts that went over her cheeks.

"Sweetspark, what are you doing?" Alice turned to face her mother, tears running down her cheek.

"I… I don't wanna wook wike him…" Alice sobbed. She hadn't expected the _PAIN _that would come from altering her helm's appearance. Lockdown sighed, knowing exactly who she meant. He had been doing some upgrades to security when Alice had found a visor. She liked the color, a soft, but still bright, yellow and she had worn it sense. It had helped her see, and when some reports had been shown, she had noticed her mother's reaction to the picture of Megatron.

"Shush… It's okay. I could never be afraid of you. Now let's put something on those cuts…" Lockdown carefully picked up the sobbing sparkling and set her on the berth. Taking out some bandages, he covered the small cuts on her cheeks first before bandaging her helm. It would never be the same, but maybe that was how she wanted it.

"Mommy, why does he hate us?" Alice's question shocked him, and he glanced down at her. She was only a sparkling, had she been thrust into something that shouldn't involve her.

"He… He hates everyone, Sweetspark." Lockdown answered as he kissed her helm. "Now, how about a story?"

"YAY!" If there was one thing Lockdown knew would raise his daughter's spirits it was her favorite stories: _Alice in Wonderland and Alice's Adventures through the Looking Glass_. She loved how she was named after the young girl in them, and how she could just feel as though the stories were more real then they let on.

They had only gotten a few pages before the ships alarms went off. Cursing, Lockdown hid Alice in her closet and went to go find the problem. "Oh slag…" He had not been expecting a Decepticon patrol to find them this far out. The fight was brief, with Oil Slick managing to melt one of Lockdown's legs and one of Cyclonus's swords slicing off an arm.

"I don't know why Lord Megatron wants you back alive… But I don't really care. Leave him as is, we'll let the ship crash and tell Megatron he was already dead." Strika ordered after she destroyed the navigation computer and the ships controls. Her subordinates were happy to follow her orders, and left quickly, Oil Slick smirking in Lockdown's direction as he left. Lockdown let out a string of curses as his ship was rocketed toward a small planet by turbulence they caused.

"…Mommy?" Alice asked as she ran down the hall. When she reached her carrier, the sparkling kneeled down and wrapped her small arms around his neck. Lockdown held her close and partially underneath him to protect her on impact. He could die, but she couldn't.

-On Underland-

"Ah, look Mally, a shooting star." The techno-organic youngling looked to where her caretaker was pointing. Her large ears twitched, much like her Dormouse likeness's would as the shooting star streaked through the sky in the direction of the chess board.

"Tarrant, get Mally back inside now!" The tall mech turned to see his long-time lover come running toward him. "That ship is going to crash near the chess board, and I want you two inside." Stayne had a right to be worried, if any Decepticons landed there would be trouble… Mallympkun used that as a reason to break free of the Hatter's grasp and run off.

"Mally! Get back here!" Stayne shouted as he ran after her. The orphan had nearly died when her creators had been attacked by the 'Cons, her escape pod just barely letting her survive the landing.

Mally ignored him and hurried to the chess board, a site that most of Underland's inhabitants avoided because of the fearsome Jabberwocky. She reached it in time to see a mech, obviously a Cybertronian, crawl out of the wreck, armor on fire, before falling down. There was something in his arms that caught her interest, though and she carefully walked closer. "Hewo."

Lockdown looked up the best he could. Surviving the crash had been a miracle, and the small techno-organic looked as though she was scared, yet intrigued. He smiled and felt the warmth of unconsciousness creep upon him as she turned away, and a voice called out to her. "Mallympkun! What has Tarrant told you about… Oh God! There's a survivor!" It was the last thing Lockdown heard as he passed out, Alice still in his arms.

-On Team Charr's ship-

"I'm sorry, Lord Megatron, but his ship had already crashed when we had found him." Megatron snarled at the screen, knowing that Strika had probably killed the bounty hunter. That was fine, but he wanted to know only one thing about a passenger on the ship.

"Any sign of a sparkling?" he asked and Strika looked nervous. "Well?"

"Negative. If he had your heir on board then he hid the signal. We suspected the worst, sir." Megatron slammed his fist into the computer's controls, rage quickly taking over. How dare that bounty hunter take what has HIS? His heir was now dead or floating through space. He signed off and stormed off to his chambers. If he ever found Lockdown, the bounty hunter was as good as off line.


	3. Chapter 3

By the time Tarrant had managed the repairs on Lockdown, both Queens had heard the news: A ship seeking sanctuary had been attacked just above the planet, and it was amazing just how much of a will to live the older refugee had possessed. Sighing, the Hatter began to repair the younger one, surprised to notice the similarities. 'They must be related somehow…' He thought as he tried to fix her armor, only to decide it would be better to stabilize her for now when he realized how badly injured she was.

"I'm sorry, your Majesties, but the child is so badly burned that she might not make it at all." Iracebeth glanced at her sister, who looked just as worried. It wasn't often the Red Queen spoke up at these things, preferring to keep her own council, yet…

"I want to see her." Tarrant blinked, but complied. Iracebeth was shocked at the burn damage, but the child was beautiful. The pure white face-plates had soft black markings that added to her beauty. "Are her parents alive?"

"I believe that the mech Mally found is the girl's father, but he hasn't woken up yet." Tarrant was surprised at the Queen's reaction, her hand just ghosting over the girl's face.

"When he awakes, ask him if he would allow us to turn the child into a techno-organic." Iracebeth raised her hand to stop the Hatter from speaking. "It would save her, and something about this child makes me think she'd want to live."

"Of course, your Majesty." Tarrant replied, Mirana walking in and nodding. Her older sister was right. The child and her father were fighting against death, and she didn't want death to win this round.

Lockdown awoke a few hours later, his helm pounding. A quick scan revealed that his armor had been reformatted, and that he was not going to be walking for a few days at least. The soft click of china made his turn his helm slightly, revealing two femmes.

"Ah, you're up… My name is Mirana." The taller of the two stood up and smiled. Her whole form made her look far more organic than she was, from the long synthetic hair to the white armor dress she wore. Lockdown smiled back as the other one spoke up.

"I'm Iracebeth…" She didn't seem shy, just not used to being around this place. Lockdown nodded before speaking up.

"Lockdown… My designation is Lockdown." Iracebeth glanced at him, a worried look in her eyes.

"We wanted to talk to you about your daughter…" Lockdown sat up the best he could, worry etched on his face-plates. "When did her mother die?"

"I'm her mother… I take you two have heard of Megatron?" The Queens nodded, confused. "I'm a carrier mech, and the slagger found out." Lockdown took a raspy breath before continuing. "He… he forced me to carry her, but I got away at least four months before she was sparked."

"You're very lucky." Lockdown glanced over to see Iracebeth just barely touching his hand, she looked shocked. "You're daughter is very badly injured. She might not make it unless…"

"Unless what?" Lockdown asked, and Mirana took her sister's place in explaining.

"Unless she becomes techno-organic. There are several sparklings and younglings like that here, most of them lost their parents because of the War…" Lockdown nodded. It made sense.

"Do it." The Queens nodded, moving to leave. "Wait." Lockdown couldn't let them leave just yet. "Her name's Alice."

Iracebeth smiled. "Alice… There was a femme with that name here eons ago. It's a pretty name." She said before she followed her sister out. The Queens walked in silence for a bit before she sighed. "I know what you're thinking, Mirana, and something about them makes me think they need to be here."

"I'm not doubting you, Irace, but your history with anyone named Alice isn't good." Mirana replied, throwing her sister a wary glance. Iracebeth sighed and glanced through the large bay window while Tarrant was given the okay to proceed.

"She reminds me of myself…" The short but well thought answer was all Mirana needed to know her sister wa going to be alright.

-In the med-bay-

Tarrant sighed as he glanced over the vials of organic DNA. "All that's left is Jabberwocky… Might as well." He said as he took the vial out and plugged it into the machine, letting the purple fluid run into the sparkling's tubes. Her armor began to darken considerably, turning pitch black and the spikes she had lengthened, thinned, and darkened. Her helm shortened, no longer coming to rest near her cheeks, as horns grew out of it near the top and a tail and wings burst free, with some help from the nurses, as the damage healed quickly. It would be weeks before she would be able to wake up again, but she would be able to live a life that wouldn't involve Megatron and would be peaceful.


	4. Chapter 4

When Alice awoke a few weeks later, the first thing she noticed was the dull pain in her back. It was as if her whole body had been destroyed and rebuilt… "Mommy…" She called out, almost worried her carrier hadn't made it through the crash. She smiled when she felt Lockdown's hand ghost over her helm before reattaching her visor. "Mommy, you look different… What happened to my vocalizer?"

"It's okay, sweetspark… We both had a lot of damage and I got a complete armor reformat…" Lockdown answered as he ran a hand over one of the horns on her helm, making her giggle. "You needed to become techno-organic to make it. I'm sorry…"

Alice sat up and caught her reflection in the mirror. She looked… Pretty. Her helm was shorter, there were long spikes that made her look a bit older, and she had wings. "I like it, Mommy…" She said, smiling up at Lockdown, who smiled back, happy his daughter enjoyed the way she looked.

A few days later, Alice went to go begin her classes with Absolem, the caterpillar, who was teaching all the children. Lockdown was going to train with the soldiers, so someone needed to watch her. She was shy, having never interacted with any sparklings her age, and learned just how mean they could be. After being teased for the fact that she wasn't fully robotic and then the fact that she was most likely the child of defectors from the Decepticons, Alice had run off in the middle of the lesson on the Jabberwocky.

"Oh dear… Mallympkun, can you go after her while I lecture these miscreants?" The small femme nodded and ran after Alice, smiling as Absolem began to educate the other youngsters on the fact that there were actually more techno-organics on Underland than normal mechs and femmes.

"Awice?" Alice turned and looked at the other femme as she walked up. "It's okay. Dey waugh at me too… I'm Mawympkun."

"I'm Alice…" Alice smiled and wiped her cheek, trying her best to stop crying. The two girls talked for a few minutes before a loud roar sounded.

"We shouwd go…" Mally tried to get Alice to follow her back into the woods, but the other femme was enchanted by the sight of the Jabberwocky as it climbed over the ruins and came closer.

"Hello…" Alice smiled at the creature, already knowing what it was. She was glad that the real Jabberwocky wasn't like the one in her book, it was prettier.

"Now, what are two… children doing this far from the safety of their parents?" The Jabberwocky asked as he looked them over. Both were techno-organic, and one smelled like his species… Carefully picking up Alice with his teeth, he carried her over to the top of the ruins. "Let's see if you can fly, young one." He said before pushing her off.

Alice let the air stream past her, wings pressed to her side. She had seen Earth vids of birds doing this, and at the last possible second, spread her wings and turned. The tip of her left wing skimmed the water as she banked before pulling upward. The Jabberwocky laughed as he flew close by, ready to catch her if she tired. Mally simply sat and waited, and a few hours later Lockdown and Tarrant showed up. Alice was soon spending every afternoon flying with the Jabberwocky as she built up her strength.

As she grew older her lessons began to include sword fighting and some circuit-su that her carrier taught her. Alice and Mally were in the same classes for both, and the two girls were constantly making the other laugh. The stellar cycles went on, with Lockdown losing most of the use in his left leg when Alice was around 16 for a human. After that he mainly worked in the library, shelving books and scrolls that Absolem could no longer look after so they could be preserved. Around this time was when Alice realized that she had feelings for her childhood friend, and it was soon obvious that Mally felt the same, but a tad nervous about the whole thing. Yet Alice always made the nervousness go away… It would be years before any other bots from Earth came to Underland, and when they did it wasn't long before Alice felt once again left out.


	5. Chapter 5

Echo belongs to RegretfulDragon; Wavelength belongs to Arcane-Angel; Nightflash, Beatbox, and Freefall belong to Yodana; the Jabberwocky poem belongs to Lewis Carol; This story's Alice is mine.

"Wavelength, are you sure this is the right planet..?" Echo looked at her team's commanding officer as their ship went through space. The small group of Elite Guard soldiers were on a scouting mission to find a so called "super-weapon" that was eliminating a large number of the Decepticon forces very quickly. Beatbox sniggered as Wavelength glanced at the yellow and black femme.

"Yes, I'm sure. These are the coordinates my mother gave me." He answered and his older half brothers, Freefall and Nightflash, nodded. Blurr had spoken about the planet once or twice, saying that it was a haven for many Neutrals in the war. Echo sighed and turned back to her screen. After a few hours they landed on a large plateau, the ground checked like a chessboard.

"Hey, what's that noise?" Beatbox glanced over his shoulder and then the group heard a loud scream.

"Decepticons!" Wavelength shouted and the group ran in the direction of the sound. Of course, they couldn't be more wrong about its cause…

"Alice, if Stayne finds out we're skipping our lessons for a quickie…" Mally said before her spiked lover ran her glossa over the soft fur on the round ears, causing the dormouse to shriek again.

"Stayne won't find out, love… He's too busy playing "teatime" with Tarrant." Alice breathed as her clawed digits played with Mally's tail. "Now… Why don't we get started on…"

"HOLD IT RIGHT THERE, 'CON!" Alice snarled as she was pulled away from her lover, who quickly pulled out her sword. The two femmes pulled a move they knew from their training and were back-to-back in a matter of seconds. Alice glared at the green and yellow mech who had called her a " 'Con".

"Who are you calling a 'Con?" She snarled and her hands flashed with purple lightning. "I'm a Neutral, and I happened to work for the Queens! You idiots interrupted a bit of "private time" between me and Mally!"

Beatbox blinked and Wavelength signaled a "stand down" for the rest of the team. After a bit of an explanation, Alice and Mally lead the Autobots to the White Queen's palace. "You have to admit, to a third party it looked like an attack…" Echo whispered to Mally, who nodded and rolled her eyes in Alice's direction. Alice wiggled her tail suggestively at them, even though she hadn't really heard what they were saying. "Is she…?"

"Jabberwockies have really good hearing. She's just being silly." Mally smiled and pinched the wiggling appendage, causing Alice to yelp and jump. "And her tail is sensitive enough I can get a slight revenge…"

"Oh, just wait till we get home, love. If we aren't doing extra patrols for running off…" Alice said, shaking her helm as the group walked out of the forest and the White Queen's palace came into view. "Stayne's going to have us working night shifts for a month once he finds out we were off and playing again…"

"What a wonderful idea, Alice. The two of you can start tonight." The Knave said as he rode over, a smirk on his faceplates. Alice and Mally groaned and let Stayne lead the group into the palace courtyard. After the general meeting, Echo wandered off, knowing that Wavelength wanted to meet with the Queens on his own. Walking down the hall, she heard someone reciting something; a poem, maybe… Running towards it, she heard another voice.

"Again."

"But mom…" That was Alice. "I've read it five times already."

"Read it again. You know I can't even pronounce half of it anymore…"

"All right… `Twas brillig, and the slithy toves  
Did gyre and gimble in the wabe:  
All mimsy were the borogoves,  
And the mome raths outgrabe.

"Beware the Jabberwock, my son!  
The jaws that bite, the claws that catch!  
Beware the Jubjub bird, and shun  
The frumious Bandersnatch!"

He took his vorpal sword in hand:  
Long time the manxome foe he sought -  
So rested he by the Tumtum tree,  
And stood awhile in thought.

And, as in uffish thought he stood,  
The Jabberwock, with eyes of flame,  
Came whiffling through the tulgey wood,  
And burbled as it came!

One, two! One, two! And through and through  
The vorpal blade went snicker-snack!  
He left it dead, and with its head  
He went galumphing back.

"And, has thou slain the Jabberwock?  
Come to my arms, my beamish boy!  
O frabjous day! Callooh! Callay!'  
He chortled in his joy.

`Twas brillig, and the slithy toves  
Did gyre and gimble in the wabe;  
All mimsy were the borogoves,  
And the mome raths outgrabe."

Alice looked up from the book, smiling at her mother. Lockdown was glad to know that his daughter was still keeping up with at least some of her lessons, mostly the ones involving Absolem. The sound of clapping distracted both of them, and they glanced to the door quickly.

"Oh, I'm sorry." Echo's faceplates were bright red. "It's just, I heard you reading and…"

"And you wanted to find out what was going on. It's okay darlin', Alice reads the poem on special occasions. Name's Lockdown." Alice watched the exchange carefully. Her mother had mentioned a few mechs on Earth who wouldn't miss him; one of them was Prowl, and Echo looked somewhat like the holo-captures she had seen of the cycle-former.

"I'm Echo…" Echo had heard stories from her parents about Lockdown, a ruthless bounty hunter, and yet… Alice had called him her "mom", meaning that he was a carrier mech. There was also a chance that her parents had only known one side of the mech. "My parents knew you."

"You're Prowl and Bumble Bee's kid. I…" Lockdown trailed off and shook his head. "Tell you what, stop by sometime and let me know how they've been. I've gotta finish up here." Alice handed him the poetry book and he nodded to Echo before walking off, the limp in his left leg extremely noticeable to Echo.

"What… what happened?" Alice glanced at her and sighed.

"When I was still a youngling, we crashed on the Chessboard Plateau. Mom lost parts of his memory, and his left leg didn't quite survive the armor reformat… Some of the memories he lost were those of people he knew on Earth. Your parents included." Alice leaned against the wall and sighed. "He… he still remembers what my dad did to him." Oil tears ran down her cheeks as she gave a ragged sigh. Echo didn't press any further, but put her arm around the silently sobbing femme. There were old wounds that had come with the two from Earth, and those wounds must have felt like they were being ripped open by the fact that Echo and her friends had come here… "It's not your fault Echo… I just hate what my father did to him…" Alice's sobs were a bit louder now, her face buried in Echo's shoulder as they stood outside the library.

"… Alice, I know it isn't my place to ask, but…" Echo wondered how to word the question. "Who is your father?"

Alice removed her visor and wiped the tears from her blind optics and sighed. "Megatron. That bastard son of a glitch Megatron."


End file.
